Retention and Confidentiality Agreement between Noble Energy, Inc. and Rodney D. Cook, Senior Vice President, dated May 1, 2013

This Agreement is effective as of May 1, 2013 (the "Effective Date") between Noble Energy, Inc. (the "Company") and the employee who signs below (the "Employee").

NOW, THEREFORE, in consideration of the mutual promises below and for other valuable consideration, the parties agree to the following terms:

1.    Retention Agreements.

(C)    delaying the forfeiture of and continuing the restricted period applicable to shares granted under the 2013 Performance Award so that the shares may vest pursuant to the terms of the applicable award agreement as if Employee was still employed on the "Vesting Date" as defined in the award agreement; provided, however, that (I) any accumulated dividends payable pursuant to said Award upon vesting will be paid to Employee no later than March 15, 2016 or the date set forth in the award agreement if earlier, (II) if Employee's death occurs after the end of the Retention Period but on or before February 1, 2016, Employee will be treated as having terminated employment on the date of his death and the provisions applicable upon death while employed in the award agreement will apply, and (III) the disability provisions in the award agreement for the 2013 Performance Award shall no longer apply after Employee's actual termination of employment.

(d)    Termination Prior to End of Retention Period. If Employee's employment with the Company terminates for any reason prior to June 30, 2014 without the written consent of the Company, which consent shall be in the Company's sole and absolute discretion, or if the Company terminates Employee's employment for cause as determined by the Company in its sole and absolute discretion, Employee shall not be entitled to the Post-Termination Vesting Benefits but the remaining provisions of this Agreement shall remain in effect. Nothing in this Agreement shall supersede, nullify, or affect in any way the Company's rights under the "Compensation Recoupment" provision or any other provision of its Code of Business Conduct and Ethics.

2.    Confidential Information.    "Confidential Information" includes all of the Company's confidential or proprietary information, trade secrets (as defined by applicable law), and other information used in the Business providing a competitive advantage but not generally known by competitors, and does not include any information in the public domain and readily available to competitors through no wrongful act of Employee. Employee acknowledges and agrees that (a) the Company has expended, and continues to expend, significant efforts and resources to develop its Confidential Information; (b) the Company's Confidential Information builds its goodwill with its employees and other stockholders and gives it a competitive advantage in its industry; (c) the Company has provided Confidential Information to Employee before the Effective Date although it was not legally or contractually obligated to do so; (d) as a result of its Business, the Company continually develops new and additional Confidential Information; and (e) Employee has no legal or contractual right to receive such new and additional Confidential Information outside of this Agreement. The Company promises to provide Employee with access to this new and additional Confidential Information that has not been previously disclosed throughout the Retention Period relating to his responsibilities. In exchange, Employee promises at all times to hold in strictest confidence, and not to disclose or

(c)    Survival and Enforcement of Covenants; Remedies.    Employee's covenants in paragraphs 2, 3, and 4 shall survive any termination of this Agreement and his employment with the Company, shall be construed as agreements independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company (under this Agreement or otherwise) shall not constitute a defense to the Company's enforcement of those covenants. Employee acknowledges and agrees that (i) his covenants in paragraph 4 are ancillary to the otherwise enforceable agreements by the Company under paragraph 2 to provide him with previously undisclosed Confidential Information and by him not to improperly use disclose same, and the Company's agreement to provide him with the Post-Termination Vesting Benefits in the Equity Awards, and are supported by independent, valuable consideration; and (ii) the restraints in those covenants are reasonable and do not include any greater restraint than is reasonably necessary to protect the Company's Confidential Information, goodwill, and other legitimate business interests. If Employee breaches or threatens to breach any such covenants, the Company shall be entitled to equitable relief (without the need to post a bond or prove actual damages) by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to which it may be entitled, including any and all monetary damages which the Company may incur as a result of such breach, violation, or threatened breach or violation. Finally, Employee irrevocably waives any right to challenge the validity or enforceability of such obligations or covenants.

5.    Miscellaneous; Jury-Trial Waiver. This Agreement constitutes the entire agreement between the parties pertaining to its subject matters and supersedes all prior and contemporaneous agreements between the parties pertaining to such subject matters. No provision of this Agreement may be amended or waived unless in a writing signed by both parties. Employee agrees that the Company has not made any representation to him concerning this Agreement that is not expressed in this Agreement, and that, in signing this Agreement, he is not relying on any such representation but is instead relying solely on his own judgment. This Agreement shall be governed by the laws of the State of Texas without regard to its rules regarding conflicts of laws. Exclusive venue for any claim between the parties arising out of or related to this Agreement is in any court of competent jurisdiction that regularly conducts proceedings in Harris County, Texas. The terms of this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns. The Company may assign this Agreement without Employee's further consent but Employee may not assign this Agreement without the Company's further consent. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision of this Agreement or any other or subsequent breach of this Agreement. The Company's affiliates shall be included within the meaning of "Company" in this Agreement and may enforce this Agreement as intended third-party beneficiaries. The provisions of this Agreement shall be severable, and if provision is determined by a court of competent jurisdiction to be unenforceable, the remaining provisions shall nevertheless be binding and enforceable. If any provision of this Agreement is so deemed unenforceable, the court shall reform such provision to the extent necessary to cause it to be enforceable to the maximum extent permitted by law. Notwithstanding any other provision of this Agreement, Employee's employment with the Company is for an unspecified duration, constitutes at-will employment, and may be terminated for any reason or no reason and with or without cause. EACH PARTY IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY

WITH RESPECT TO ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT AGAINST THE OTHER PARTY AND ITS AFFILIATES.